TNT Panels: bought out of an NOI, sold to its lenders a year later

The plant at 123 Poonamalie Road in Smiths Falls, Ontario, makes roof trusses, floor trusses and wall panels for general contractors and construction companies. Its busy season is spring and summer, and it has 24 employees, none of them unionized, per the Pre-Filing Report of the Proposed Receiver, July 24, 2026, s. 2.0, paras. 7–9, and App. C (Asset Purchase Agreement), s. 1.1.33. The company that ran it until August 7, 1001281812 Ontario Inc., was incorporated on June 27, 2025 for the purpose of buying the business and assets of P3 Panel Company and United Edge Structural Components out of the notice of intention proceedings the two companies had begun on April 3, 2025. The total price was $3,057,455, per the Pre-Filing Report, July 24, 2026, s. 2.0, paras. 1, 3. The filings call it TNP; it traded as TNT Panels.

In the ten months to May 31, 2026, TNP booked revenue of $2.554 million against a cost of sales of $2.989 million. The negative margin, the proposed receiver wrote, "illustrates that TNP's direct production costs exceed revenue before any overhead is considered"; the net loss for the period was $2.619 million, per the Pre-Filing Report, July 24, 2026, s. 4.2, paras. 1–2. On July 31, 2026, Justice W.D. Black of the Commercial List put the company into receivership on the application of Celina Capital Corporation, one of its two lenders, appointed AlixPartners Restructuring, Inc. as receiver, and in the same attendance approved the receiver's sale of substantially all of its assets to Celina and the other lender, Fox Investments Inc. There had been no sale process in the receivership. The judge wrote that he "hesitated in first reviewing the relief sought to approve a sale before even any sale process," and then granted it, per the Endorsement of Justice Black, July 31, 2026, paras. 21, 24, 28, 30. The sale closed on August 7, per the Receiver's Certificate, Aug. 7, 2026, para. 4.

Five offers in 2025, and a loan due in six months

Albert Gelman Inc., as proposal trustee, ran the 2025 process under a sale procedure the court approved on April 29, 2025, with a data room, a teaser and advertisements in Insolvency Insider, the National Post and on Canadian and US newswires. Fifteen parties signed non-disclosure agreements and four offers arrived by the June 30 bid deadline; a fifth came at 5:02 p.m., two minutes late, and the trustee waived the lapse. Two offers qualified, the other three lacking the required deposit of at least $150,000, and none came from a related person, per Gelman's fourth report of July 25, 2025, attached to the Pre-Filing Report, July 24, 2026, App. A (Fourth Report of Albert Gelman Inc., July 25, 2025), paras. 3, 13–14, 19–23. The trustee judged 1001281812 Ontario Inc.'s offer the highest and best, and described the buyer as "a corporation owned and controlled by an existing supplier of the Companies with expertise in the construction industry in Ontario," per the same, App. A, paras. 25, 31(c).

The court approved that sale on July 30, 2025, for about $2.6 million in cash and about $500,000 of assumed capital leases. The acquisition was financed by loans from Celina and Fox Investments under a loan and security agreement dated August 11, 2025, with Celina as agent, maturing on February 11, 2026 and secured by a general security interest and a pledge of TNP's sole issued share by its parent, per the Pre-Filing Report, July 24, 2026, ss. 3.1, paras. 1, 3; 5.0, para. 2. The proposed receiver understood that the parent had planned a capital raise to repay the lenders; "the financing never materialized," it wrote, per the same, s. 2.0, para. 10.

That parent is Argyle TRS Holdings Inc., owned by Mark Fox through a holding company, by Celina, by Argyle Joist Inc. and Argyle Truss Inc., and by other investors. It also owns TRS Components Ltd. and 976711 Ontario Inc., which trades as Terra Nova Truss. Mr. Fox is the sole shareholder of Fox Investments and of Fox Developments Inc., which the proposed receiver describes as owner and landlord of various properties used for the operations of TRS, Terra Nova Truss and TNP, per the Pre-Filing Report, July 24, 2026, s. 2.0, para. 6, n. 4.

Ten months in Smiths Falls

At May 31, 2026, TNP's unaudited balance sheet showed total assets of $6.411 million at book value against total liabilities of $7.907 million, $4.712 million of it the loan, and cash of $49,000. About 85% of the book value of receivables was owed by two customers. The largest receivable, about $677,000, was owed by and contested by Chandos Construction LP, and TNP had been required to register a lien on the real property to which it provided services, per the Pre-Filing Report, July 24, 2026, s. 4.1, paras. 1–2. Chandos had paid $110,978 of $787,902 billed since August 2025 and none of the $367,974 billed since January 2026, according to the Supplement to Pre-Filing Report, July 31, 2026, App. A, note 1(a).

During the week of June 29, Celina's factum says, cash had dwindled to $2,000, against a weekly payroll of about $45,500, six months of rent arrears totalling $280,161 and trade payables of about $1.84 million, per the Factum of the Applicant, July 27, 2026, paras. 12–13. The company was deferring payments to vendors, rent and other expenses to meet payroll, and the proposed receiver understood that vendors had come to the plant demanding payment and that one capital lessor had repossessed a piece of equipment, per the Pre-Filing Report, July 24, 2026, s. 4.3, paras. 2–3.

A foreclosure notice, an objection, and the receivership

Celina served its demand and a notice of intention to enforce security on February 13, 2026, two days after maturity, for $4,065,361.70. The lenders made some additional advances after maturity, and by June 30 the amount outstanding was $4,954,803.50 plus interest and costs, per the Endorsement, July 31, 2026, paras. 7–9. On May 7, Celina delivered a notice of foreclosure on the pledged share under s. 65(2) of Ontario's Personal Property Security Act; on May 21 the parent objected under s. 65(3), requiring that the share be sold. "Instead of pursuing that avenue to realize on the Share, Celina, for and on behalf of the TNP Lenders, decided to bring a receivership application," the proposed receiver wrote, per the Pre-Filing Report, July 24, 2026, s. 3.1, paras. 4–5.

Celina's factum says that, though it was prepared to keep making emergency advances, TNP "is unable to secure the required approval of its Board of Directors necessary to amend the terms of TNP's existing credit facility or enter into a new one." Celina would fund payroll, rent and other critical payables, but was "only willing to do so in the context of a receivership, and a sale of the business as a going concern under the auspices of a receiver," per the Factum of the Applicant, July 27, 2026, paras. 7(i), 16.

Bank of Montreal's application over TRS Components Ltd. and related companies was heard the same day, and Justice Black appointed AlixPartners in both, citing "TNP's evident and critical insolvency," Celina's willingness to keep the business afloat in a receivership, and the overlap between the two matters; no one opposed, per the Endorsement, July 31, 2026, paras. 1, 18–23. The receivership order ranks the charge for the receiver's and its counsel's fees first, subject to three BIA priorities, and caps the receiver's borrowing at $500,000 absent a further order, per the Receivership Order, July 31, 2026, paras. 18, 21.